Recent Updates — WS
Shareholders at Kloeckner & Co SE rejected the proposed domination and profit and loss transfer agreement (DPLTA) between Kloeckner and Worthington Steel GmbH. The vote prevents the transaction from becoming effective, halting plans for full integration under that specific legal structure. Worthington Steel retains its approximately 62% majority stake in Kloeckner and will continue to consolidate financial results. The company stated it remains committed to the strategic rationale of the combination but must now pursue opportunities within the existing governance framework. This outcome affects the timing and manner of realizing anticipated synergies, though management maintains conviction in the long-term value creation potential. Worthington Steel operates as a leading North American metals processing and manufacturing company.
Worthington Steel issued a statement ahead of Klöckner & Co's extraordinary general meeting on October 23, 2026, regarding the vote on implementing a domination and profit and loss transfer agreement (DPLTA). The company warned that if the required 75% majority is not achieved, it will not pursue another vote for at least one year. The DPLTA, signed on September 8, 2026, remains subject to shareholder approval and commercial register registration before becoming effective. Until then, Klöckner continues to operate independently. Worthington Steel is a leading North American value-added metals processing and manufacturing company.
Worthington Steel reported a net loss attributable to controlling interest of $7.0 million for the first quarter of fiscal 2027 ended August 31, 2026, compared to net earnings of $36.8 million in the prior year quarter. Diluted loss per share from continuing operations was $0.14, versus diluted earnings per share of $0.73 previously. Net sales surged 212% to $2,726.6 million, driven by the consolidation of Kloeckner & Co following its majority acquisition in June 2026; excluding Kloeckner, net sales increased 9%. Operating income rose to $56.0 million from $48.3 million, while adjusted diluted EPS was $0.57 compared to $0.77 in the prior year. The company also declared a quarterly cash dividend of $0.16 per share payable on December 28, 2026. Worthington Steel is a leading value-added metals processing and manufacturing company.
On September 8, 2026, Worthington Steel, Inc. announced that its subsidiary, Worthington Steel GmbH, entered into a Domination and Profit and Loss Transfer Agreement (DPLTA) with Klöckner & Co SE. This agreement follows the completion of a voluntary public takeover offer for Klöckner in June 2026 and its subsequent delisting from the Frankfurt Stock Exchange. The DPLTA grants Worthington Steel GmbH control over Klöckner's management, requiring profit transfers to the parent and loss absorption by the subsidiary. Outside shareholders may elect cash compensation of EUR 11.00 per share or an annual recurring payment of EUR 0.67 per share. Effectiveness is contingent on shareholder approval at a meeting expected on October 23, 2026, and registration in the German commercial register no earlier than January 1, 2027. Worthington Steel operates as a metals processor providing customized steel solutions.
Worthington Steel filed an amendment to its August 19, 2026 Form 8-K to include financial statements and pro forma information for the June 3, 2026 completion of its acquisition of Klöckner & Co SE. The company funded the transaction by issuing $700 million in 7.750% senior secured notes due 2033 and borrowing $700 million under a new seven-year senior secured term loan facility on June 1, 2026. Pro forma results for the nine months ended February 28, 2026 show combined net sales of $7.2 billion and earnings per share of $0.57. The acquisition significantly expands Worthington Steel's global footprint in the steel processing and distribution industry.